The goal of this project is to design a behavioral model of pedestrians to help improving tracking performance. In this model, we view pedestrians as decision-making agents who consider a plethora of personal, social, and environmental factors to decide where to go next. We formulate prediction of pedestrian behavior as an energy minimization on this model. Two of our main contributions are simple, yet effective estimates of pedestrian destination and social relationships (groups). Our final contribution is to incorporate these hidden properties into an energy formulation that results in accurate behavioral prediction. We evaluate both our estimates of destination and grouping, as well as our accuracy at prediction and tracking against state of the art behavioral model and show improvements, especially in the challenging observational situation of infrequent appearance observations – something that might occur in thousands of webcams available on the Internet.